##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549-1004


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1933    
|          
|           |  | For the quarterly period ended March 31,
    2004                                               
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from            to                                                

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Tennessee                                                          |  | 22-1326940                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)
|                                                                  
|8155 T&B Boulevard                                                 |  |                                         
|Memphis, Tennessee                                                 |  | 38125                                   
|(Address of principal executive
    offices)                       |  | (Zip Code)                              

(901) 252-8000

(Registrants telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ     No o

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act).     Yes þ     No o

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.

|                             |  |                    |            | 
|---------------------------- |  | ------------------ | ---------- | 
|                             |  | Outstanding Shares
|Title of Each Class          |  | at May 3, 2004    
|                             |  |                   
|Common Stock, $.10 par value |  |                    | 58,754,796 | 



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|                                             |  |                                                                                           |                                                                                                                  |      |    |   | 
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|                                             |  |                                                                                           |                                                                                                                  | Page
|                                             |  |                                                                                           |                                                                                                                  |     
|PART I. FINANCIAL
    INFORMATION            |  |                                                                                           |                                                                                                                  |     
|ITEM 1.                                      |  | Financial Statements:                                                                     |                                                                                                                  |      |    |  
|                                             |  |                                                                                           | Condensed Consolidated
    Statements of Operations for the Quarters Ended March 31,
    2004 and March 30, 2003 |      |    | 2 | 
|                                             |  |                                                                                           | Condensed Consolidated
    Balance Sheets as of March 31, 2004 and December 31,
    2003                         |      |    | 3 | 
|                                             |  |                                                                                           | Condensed Consolidated
    Statements of Cash Flows for the Quarters Ended March 31,
    2004 and March 30, 2003 |      |    | 4 | 
|                                             |  |                                                                                           | Notes to Condensed
    Consolidated Financial Statements                                                         |      |    | 5 | 
|ITEM 2.                                      |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |                                                                                                                  |      | 15 |  
|ITEM 3.                                      |  | Quantitative and Qualitative
    Disclosures About Market Risk                            |                                                                                                                  |      | 27 |  
|ITEM 4.                                      |  | Controls and Procedures                                                                   |                                                                                                                  |      | 28 |  
|PART II. OTHER
    INFORMATION               |  |                                                                                           |                                                                                                                  |     
|ITEM 1.                                      |  | Legal Proceedings                                                                         |                                                                                                                  |      | 28 |  
|ITEM 5.                                      |  | Other Information                                                                         |                                                                                                                  |      | 28 |  
|ITEM 6.                                      |  | Exhibits and Reports on
    Form 8-K                                                      |                                                                                                                  |      | 28 |  
|SIGNATURE                                    |  |                                                                                           | 29                                                                                                               |     
|EXHIBIT INDEX                                |  |                                                                                           | 30                                                                                                               |     
|EX-12 Statement Re: Computation of Ratios   
|EX-31.1 Certification of Executive Officer  
|EX-31.2 Certification of Financial Officer  
|EX-32 Certification Pursuant to Section 1350



1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1.     FINANCIAL
STATEMENTS

THOMAS & BETTS CORPORATION AND
SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(In thousands, except per share
data)


(Unaudited)


|                                     |                              |               |         |           |  |   |         |        | 
|------------------------------------ | ---------------------------- | ------------- | ------- | --------- |  | - | ------- | ------ | 
|                                     |                              |              
|                                     |                              | Quarter Ended
|                                     |                              |              
|                                     |                              | March 31,     |         | March 30,
|                                     |                              | 2004          |         | 2003     
|                                     |                              |               |         |          
|Net sales                            |                              | $             | 352,988 |           |  | $ | 311,482 |       
|Cost of sales                        |                              |               | 253,289 |           |  |   | 226,406 |       
|                                     |                              |               |         |           |  |   |         |       
|                                     | Gross margin                 |               |         | 99,699    |  |   |         | 85,076 | 
|Selling, general and administrative  |                              |               | 73,014  |           |  |   | 72,932  |       
|                                     |                              |               |         |           |  |   |         |       
|                                     | Earnings from operations     |               |         | 26,685    |  |   |         | 12,144 | 
|Income from unconsolidated companies |                              |               | 664     |           |  |   | 854     |       
|Interest expense, net                |                              |               | (7,614  | )         |  |   | (8,280  | )     
|Other (expense) income, net          |                              |               | (135    | )         |  |   | (603    | )     
|                                     |                              |               |         |           |  |   |         |       
|                                     | Earnings before income taxes |               |         | 19,600    |  |   |         | 4,115  | 
|Income tax provision (benefit)       |                              |               | 3,988   |           |  |   | (889    | )     
|                                     |                              |               |         |           |  |   |         |       
|Net earnings                         |                              | $             | 15,612  |           |  | $ | 5,004   |       
|                                     |                              |               |         |           |  |   |         |       
|Earnings per share:                  |                              |               |         |           |  |   |         |       
|                                     | Basic                        |               | $       | 0.27      |  |   | $       | 0.09   | 
|                                     |                              |               |         |           |  |   |         |       
|                                     | Diluted                      |               | $       | 0.27      |  |   | $       | 0.09   | 
|                                     |                              |               |         |           |  |   |         |       
|Average shares outstanding:          |                              |               |         |           |  |   |         |       
|                                     | Basic                        |               |         | 58,289    |  |   |         | 58,373 | 
|                                     | Diluted                      |               |         | 58,677    |  |   |         | 58,378 | 

The accompanying Notes are an integral part of these Condensed
Consolidated Financial Statements.

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)


(Unaudited)


|                                           |                                        |                 |           |              |        |   |           |          |        | 
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ------------ | ------ | - | --------- | -------- | ------ | 
|                                           |                                        | March 31,       |           | December 31,
|                                           |                                        | 2004            |           | 2003        
|                                           |                                        |                 |           |             
|ASSETS                                    
|Current Assets                             |                                        |                 |           |              |        |   |           |         
|                                           | Cash and cash equivalents              |                 | $         | 250,254      |        |   | $         | 387,425  |       
|                                           | Marketable securities                  |                 |           | 1,559        |        |   |           | 1,704    |       
|                                           | Receivables, net                       |                 |           | 198,844      |        |   |           | 168,542  |       
|                                           | Inventories:                           |                 |           |              |        |   |           |          |       
|                                           |                                        | Finished goods  |           |              | 91,255 |   |           |          | 95,993 | 
|                                           |                                        | Work-in-process |           |              | 32,997 |   |           |          | 30,904 | 
|                                           |                                        | Raw materials   |           |              | 68,523 |   |           |          | 63,346 | 
|                                           |                                        |                 |           |              |        |   |           |         
|                                           | Total inventories                      |                 |           | 192,775      |        |   |           | 190,243  |       
|                                           |                                        |                 |           |              |        |   |           |         
|                                           | Deferred income taxes                  |                 |           | 50,993       |        |   |           | 50,016   |       
|                                           | Prepaid expenses                       |                 |           | 12,836       |        |   |           | 14,349   |       
|                                           |                                        |                 |           |              |        |   |           |         
|Total Current Assets                       |                                        |                 | 707,261   |              |        |   | 812,279   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Property, plant and equipment              |                                        |                 |           |              |        |   |           |         
|                                           | Land                                   |                 |           | 16,074       |        |   |           | 15,927   |       
|                                           | Buildings                              |                 |           | 172,423      |        |   |           | 173,985  |       
|                                           | Machinery and equipment                |                 |           | 609,528      |        |   |           | 604,791  |       
|                                           | Construction-in-progress               |                 |           | 7,532        |        |   |           | 9,163    |       
|                                           |                                        |                 |           |              |        |   |           |         
|                                           |                                        |                 | 805,557   |              |        |   | 803,866   |         
|                                           | Less accumulated depreciation          |                 |           | (510,014     | )      |   |           | (500,156 | )     
|                                           |                                        |                 |           |              |        |   |           |         
|Net property, plant and equipment          |                                        |                 | 295,543   |              |        |   | 303,710   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Goodwill                                   |                                        |                 | 455,749   |              |        |   | 455,113   |         
|Investments in unconsolidated companies    |                                        |                 | 122,308   |              |        |   | 121,732   |         
|Deferred income taxes                      |                                        |                 | 50,263    |              |        |   | 52,707    |         
|Other assets                               |                                        |                 | 40,305    |              |        |   | 37,084    |         
|                                           |                                        |                 |           |              |        |   |           |         
|Total Assets                               |                                        | $               | 1,671,429 |              |        | $ | 1,782,625 |         
|                                           |                                        |                 |           |              |        |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                        |                 |           |              |        |   |           |         
|                                           | Current maturities of long-term debt   |                 | $         | 7,076        |        |   | $         | 133,344  |       
|                                           | Accounts payable                       |                 |           | 120,772      |        |   |           | 113,724  |       
|                                           | Accrued liabilities                    |                 |           | 101,696      |        |   |           | 111,478  |       
|                                           | Income taxes payable                   |                 |           | 6,361        |        |   |           | 6,414    |       
|                                           |                                        |                 |           |              |        |   |           |         
|Total Current Liabilities                  |                                        |                 | 235,905   |              |        |   | 364,960   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Long-Term Liabilities                      |                                        |                 |           |              |        |   |           |         
|                                           | Long-term debt                         |                 |           | 558,250      |        |   |           | 551,972  |       
|                                           | Other long-term liabilities            |                 |           | 130,188      |        |   |           | 134,266  |       
|Shareholders Equity                       |                                        |                 |           |              |        |   |           |         
|                                           | Common stock                           |                 |           | 5,865        |        |   |           | 5,848    |       
|                                           | Additional paid-in capital             |                 |           | 349,145      |        |   |           | 345,646  |       
|                                           | Retained earnings                      |                 |           | 452,600      |        |   |           | 436,988  |       
|                                           | Unearned compensation-restricted stock |                 |           | (3,273       | )      |   |           | (2,014   | )     
|                                           | Accumulated other comprehensive income |                 |           | (57,251      | )      |   |           | (55,041  | )     
|                                           |                                        |                 |           |              |        |   |           |         
|Total Shareholders Equity                 |                                        |                 | 747,086   |              |        |   | 731,427   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Total Liabilities and Shareholders Equity |                                        | $               | 1,671,429 |              |        | $ | 1,782,625 |         
|                                           |                                        |                 |           |              |        |   |           |         

The accompanying Notes are an integral part of these Condensed
Consolidated Financial Statements.

3



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)


|                                                        |                                                          |                      |          |           |         |   |         |         |         |  
|------------------------------------------------------- | -------------------------------------------------------- | -------------------- | -------- | --------- | ------- | - | ------- | ------- | ------- | -
|                                                        |                                                          |                     
|                                                        |                                                          | Quarter Ended       
|                                                        |                                                          |                     
|                                                        |                                                          | March 31,            |          | March 30,
|                                                        |                                                          | 2004                 |          | 2003     
|                                                        |                                                          |                      |          |          
|Cash Flows from Operating Activities:                   |                                                          |                      |          |           |         |   |         |        
|Net earnings                                            |                                                          | $                    | 15,612   |           |         | $ | 5,004   |        
|Adjustments:                                            |                                                          |                      |          |           |         |   |         |        
|                                                        | Depreciation and amortization                            |                      |          | 13,004    |         |   |         | 11,229  |        
|                                                        | Amortization of restricted stock                         |                      |          | 855       |         |   |         | 681     |        
|                                                        | Undistributed earnings from unconsolidated
    companies |                      |          | (664      | )       |   |         | (854    | )      
|                                                        | Mark-to-market adjustment for derivative
    instruments |                      |          | (1,086    | )       |   |         | 137     |        
|                                                        | Loss on sale of property, plant and equipment            |                      |          | 169       |         |   |         | 240     |        
|                                                        | Deferred income taxes                                    |                      |          | 1,644     |         |   |         | (4,830  | )      
|                                                        | Changes in operating assets and
    liabilities  net:   |                      |          |           |         |   |         |         |        
|                                                        |                                                          | Receivables          |          |           | (31,617 | ) |         |         | (3,666  | )
|                                                        |                                                          | Inventories          |          |           | (3,350  | ) |         |         | (10,406 | )
|                                                        |                                                          | Accounts payable     |          |           | 7,646   |   |         |         | 9,914   |  
|                                                        |                                                          | Accrued liabilities  |          |           | (9,453  | ) |         |         | (14,495 | )
|                                                        |                                                          | Income taxes payable |          |           | 24      |   |         |         | (4,080  | )
|                                                        |                                                          | Other                |          |           | 2,214   |   |         |         | 1,270   |  
|                                                        |                                                          |                      |          |           |         |   |         |        
|Net cash provided by (used in) operating
    activities |                                                          |                      | (5,002   | )         |         |   | (9,856  | )      
|                                                        |                                                          |                      |          |           |         |   |         |        
|Cash Flows from Investing Activities:                   |                                                          |                      |          |           |         |   |         |        
|                                                        | Purchases of property, plant and equipment               |                      |          | (5,527    | )       |   |         | (6,333  | )      
|                                                        | Proceeds from sale of property, plant and
    equipment  |                      |          |          |         |   |         | 48      |        
|                                                        | Marketable securities acquired                           |                      |          |          |         |   |         | (30,754 | )      
|                                                        | Proceeds from matured marketable securities              |                      |          | 148       |         |   |         | 45,528  |        
|                                                        |                                                          |                      |          |           |         |   |         |        
|Net cash provided by (used in) investing
    activities |                                                          |                      | (5,379   | )         |         |   | 8,489   |        
|                                                        |                                                          |                      |          |           |         |   |         |        
|Cash Flows from Financing Activities:                   |                                                          |                      |          |           |         |   |         |        
|                                                        | Repayment of long-term debt and other borrowings         |                      |          | (126,505  | )       |   |         | (61,483 | )      
|                                                        | Stock options exercised                                  |                      |          | 745       |         |   |         |        |        
|                                                        |                                                          |                      |          |           |         |   |         |        
|Net cash provided by (used in) financing
    activities |                                                          |                      | (125,760 | )         |         |   | (61,483 | )      
|                                                        |                                                          |                      |          |           |         |   |         |        
|Effect of exchange-rate changes on cash                 |                                                          |                      | (1,030   | )         |         |   | 1,896   |        
|                                                        |                                                          |                      |          |           |         |   |         |        
|                                                        | Net increase (decrease) in cash and cash
    equivalents |                      |          | (137,171  | )       |   |         | (60,954 | )      
|                                                        | Cash and cash equivalents  beginning
    of period      |                      |          | 387,425   |         |   |         | 177,994 |        
|                                                        |                                                          |                      |          |           |         |   |         |        
|                                                        | Cash and cash equivalents  end of
    period            |                      | $        | 250,254   |         |   | $       | 117,040 |        
|                                                        |                                                          |                      |          |           |         |   |         |        
|Cash payments for interest                              |                                                          | $                    | 15,693   |           |         | $ | 16,379  |        
|Cash payments for income taxes                          |                                                          | $                    | 2,826    |           |         | $ | 7,506   |        

The accompanying Notes are an integral part of these Condensed
Consolidated Financial Statements.

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)




|   |                      
|-- | ---------------------
|1. | Basis of Presentation

In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments
necessary for the fair presentation of the financial position as
of March 31, 2004 and December 31, 2003 and the
results of operations and cash flows for the periods ended
March 31, 2004 and March 30, 2003.

Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
(GAAP)have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Corporations Annual Report on
Form 10-K for the fiscal period ended December 31,
2003. The results of operations for the periods ended
March 31, 2004 and March 30, 2003 are not necessarily
indicative of the operating results for the full year.

Certain reclassifications have been made to prior periods to
conform to the current year presentation.



|   |                                     
|-- | ------------------------------------
|2. | Basic and Diluted Earnings Per Share

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share
computations:

|                                      |                                                                                                  |               |        |           |  |   |        |        | 
|------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------- | ------ | --------- |  | - | ------ | ------ | 
|                                      |                                                                                                  |              
|                                      |                                                                                                  | Quarter Ended
|                                      |                                                                                                  |              
|                                      |                                                                                                  | March 31,     |        | March 30,
|                                      |                                                                                                  | 2004          |        | 2003     
|(In thousands, except per share data) |                                                                                                  |               |        |          
|Net earnings                          |                                                                                                  | $             | 15,612 |           |  | $ | 5,004  |       
|Basic:                                |                                                                                                  |               |        |           |  |   |        |       
|                                      | Average shares outstanding                                                                       |               |        | 58,289    |  |   |        | 58,373 | 
|                                      |                                                                                                  |               |        |           |  |   |        |       
|                                      | Basic earnings per share                                                                         |               | $      | 0.27      |  |   | $      | 0.09   | 
|                                      |                                                                                                  |               |        |           |  |   |        |       
|Diluted shares:                       |                                                                                                  |               |        |           |  |   |        |       
|                                      | Average shares outstanding                                                                       |               |        | 58,289    |  |   |        | 58,373 | 
|                                      | Additional shares from the assumed exercise of
    stock options and vesting of restricted stock |               |        | 388       |  |   |        | 5      | 
|                                      |                                                                                                  |               |        |           |  |   |        |       
|                                      |                                                                                                  |               | 58,677 |           |  |   | 58,378 |       
|                                      |                                                                                                  |               |        |           |  |   |        |       
|Diluted earnings per share            |                                                                                                  | $             | 0.27   |           |  | $ | 0.09   |       
|                                      |                                                                                                  |               |        |           |  |   |        |       

Out-of-the-money options for shares of Common Stock that were
excluded because of their anti-dilutive effect totaled
2.0 million and 5.5 million shares for the first
quarter of 2004 and 2003, respectively.



|   |                         
|-- | ------------------------
|3. | Stock-Based Compensation

The Corporation applies the intrinsic-value-based method to
account for its fixed-plan stock options. The following table
illustrates the effect on net earnings and earnings per share if
the

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


Corporation had applied the fair value recognition provisions of
Statement of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.

|                                      |                                                                                                                                                       |                       |        |           |      |   |       |        |      | 
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ------ | --------- | ---- | - | ----- | ------ | ---- | 
|                                      |                                                                                                                                                       |                      
|                                      |                                                                                                                                                       | Quarter Ended        
|                                      |                                                                                                                                                       |                      
|                                      |                                                                                                                                                       | March 31,             |        | March 30,
|                                      |                                                                                                                                                       | 2004                  |        | 2003     
|(In thousands, except per share data) |                                                                                                                                                       |                       |        |          
|Net earnings, as reported             |                                                                                                                                                       | $                     | 15,612 |           |      | $ | 5,004 |       
|                                      | Deduct total incremental stock-based compensation
    expense determined under fair-value-based method for all awards,
    net of related tax effects |                       |        | (1,410    | )    |   |       | (1,089 | )   
|                                      |                                                                                                                                                       |                       |        |           |      |   |       |       
|                                      | Proforma net earnings                                                                                                                                 |                       | $      | 14,202    |      |   | $     | 3,915  |     
|                                      |                                                                                                                                                       |                       |        |           |      |   |       |       
|                                      | Earnings per share:                                                                                                                                   |                       |        |           |      |   |       |        |     
|                                      |                                                                                                                                                       | Basic  as reported   |        | $         | 0.27 |   |       | $      | 0.09 | 
|                                      |                                                                                                                                                       |                       |        |           |      |   |       |       
|                                      |                                                                                                                                                       | Basic  proforma      |        | $         | 0.24 |   |       | $      | 0.07 | 
|                                      |                                                                                                                                                       |                       |        |           |      |   |       |       
|                                      |                                                                                                                                                       | Diluted  as reported |        | $         | 0.27 |   |       | $      | 0.09 | 
|                                      |                                                                                                                                                       |                       |        |           |      |   |       |       
|                                      |                                                                                                                                                       | Diluted  proforma    |        | $         | 0.24 |   |       | $      | 0.07 | 
|                                      |                                                                                                                                                       |                       |        |           |      |   |       |       

A valuation using the fair-value-based accounting method has
been made for applicable stock options granted as of
March 31, 2004 and March 30, 2003. That valuation was
performed using the Black-Scholes option-pricing model.



|   |             
|-- | ------------
|4. | Income Taxes

The Corporations income tax provision for the first
quarter 2004 was $4.0 million or an effective rate of 20.3%
compared to a tax benefit in the first quarter 2003 of
$0.9 million. Both the 2004 and 2003 first quarters
included tax benefits ($1.5 million and $2.0 million,
respectively) related to specific tax exposure items resulting
from the favorable completion of tax audits and a corresponding
reduction in tax exposure.

Realization of the deferred tax assets is dependent upon the
Corporations ability to generate sufficient future taxable
income and, if necessary, execution of its tax planning
strategies. Management believes that it is more-likely-than-not
that future taxable income and tax planning strategies, based on
tax laws in effect as of March 31, 2004, will be sufficient
to realize the recorded deferred tax assets, net of the existing
valuation allowance at March 31, 2004. Management considers
the scheduled reversal of deferred tax liabilities, projected
future taxable income and tax planning strategies in making this
assessment. Projected future taxable income is based on
managements forecast of the operating results of the
Corporation, and there can be no assurance that such results
will be achieved. Management periodically reviews such forecasts
in comparison with actual results and expected trends.

Management has identified certain tax planning strategies that
it could utilize to avoid the loss carryforwards expiring prior
to their realization. These tax planning strategies include

6



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


primarily sales of non-core assets. In the event management
determines that sufficient future taxable income, in light of
tax planning strategies, may not be generated to fully realize
the net deferred tax assets, the Corporation will increase the
valuation allowance by a charge to income tax expense in the
period of such determination. Additionally, if events change in
subsequent periods which indicate that a previously recorded
valuation allowance is no longer needed, the Corporation will
decrease the valuation allowance by providing an income tax
benefit in the period of such determination.



|   |                     
|-- | --------------------
|5. | Comprehensive Income

Total comprehensive income and its components are as
follows:

|                                         |  |               |        |           |  |   |        |  
|---------------------------------------- |  | ------------- | ------ | --------- |  | - | ------ | -
|                                         |  |              
|                                         |  | Quarter Ended
|                                         |  |              
|                                         |  | March 31,     |        | March 30,
|                                         |  | 2004          |        | 2003     
|(In thousands)                           |  |               |        |          
|Net income                               |  | $             | 15,612 |           |  | $ | 5,004  |  
|Foreign currency translation adjustments |  |               | (2,202 | )         |  |   | 9,326  |  
|Unrealized gains (losses) on securities  |  |               | (8     | )         |  |   | (51    | )
|                                         |  |               |        |           |  |   |        |  
|Comprehensive income                     |  | $             | 13,402 |           |  | $ | 14,279 |  
|                                         |  |               |        |           |  |   |        |  



|   |                       
|-- | ----------------------
|6. | Derivative Instruments

The Corporation is exposed to market risk from changes in raw
material prices, foreign-exchange rates, and interest rates. At
times, the Corporation may enter into various derivative
instruments to manage certain of those risks. The Corporation
does not enter into derivative instruments for speculative or
trading purposes.



| |                              
| | -----------------------------
| | Commodities Futures Contracts

The Corporation is exposed to risk from fluctuating prices for
certain materials used to manufacture its products, such as:
steel, aluminum, zinc, copper, resins and rubber compounds. At
times, some of the risk associated with usage of copper, zinc
and aluminum is mitigated through the use of futures contracts
that fix the price the Corporation will pay for a commodity.
Commodities futures contracts utilized by the Corporation have
not previously been designated as hedging instruments and do not
qualify for hedge accounting treatment under the provisions of
SFAS No. 133 and SFAS No. 138.
Mark-to-market gains and losses for commodities futures, if any,
are recorded in cost of sales. As of March 31, 2004, the
Corporation had outstanding commodities futures contracts with a
notional amount of $13.0 million and a market value of
$2.2 million. As of December 31, 2003, the Corporation
had outstanding commodities futures contracts with a notional
amount of $12.2 million and a market value of
$1.1 million. Cost of sales for the quarters ended
March 31, 2004 and March 30, 2003 reflected a gain of
$1.1 million and a loss of $0.1 million, respectively,
related to the mark-to-market adjustments for commodities
futures contracts.

7



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)




| |                                   
| | ----------------------------------
| | Forward Foreign Exchange Contracts

From time to time, the Corporation utilizes forward foreign
exchange contracts for the sale or purchase of principally
European currencies. Forward foreign exchange contracts utilized
by the Corporation have not previously been designated as
hedging instruments and do not qualify for hedge accounting
treatment under the provisions of SFAS No. 133 and
SFAS No. 138. Mark-to-market gains and losses for
forward foreign exchange contracts, if any, are recorded in
other expense, net. As of March 31, 2004, the Corporation
had outstanding forward sale contracts with a notional amount of
$10.9 million related to European currencies. As of
December 31, 2003, the Corporation had outstanding forward
sale contracts with a notional amount of $14.2 million
related to European currencies. Other expense, net for the
quarters ended March 31, 2004 and March 30, 2003
reflected no significant impact from mark-to-market adjustments
for forward foreign exchange contracts.



| |                              
| | -----------------------------
| | Interest Rate Swap Agreements

As of March 31, 2004, the Corporation had interest rate
swap agreements totaling a notional amount of $250 million
with approximately one-third maturing in each of the years 2008,
2009 and 2013. The interest rate swaps qualify for the short-cut
method of accounting for a fair value hedge under
SFAS No. 133. The amount to be paid or received under
the interest rate swap agreements is recorded as a component of
net interest expense. Net interest expense for the quarters
ended March 31, 2004 and March 30, 2003 reflect a
benefit of $1.7 million and $1.5 million,
respectively, associated with these interest rate swap
agreements.

At March 31, 2004, the net in-the-money fair value of the
interest swaps was $2.4 million, which is comprised of
$4.5 million classified in other long-term assets and
$2.1 million in other long-term liabilities. There was an
off-setting $2.4 million net increase in the book value of
the debt hedged. At December 31, 2003, the net
out-of-the-money fair value of the interest rate swaps was
$4.3 million, which is comprised of $4.9 million
classified in other long-term liabilities and $0.6 million
classified in other long-term assets, with an off-setting
$4.3 million net decrease in the book value of the debt
hedged.

8



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)




|   |     
|-- | ----
|7. | Debt

The Corporations long-term debt at March 31, 2004 and
December 31, 2003 was:

|                                              |                                               |           |         |              |  |   |         |         |    
|--------------------------------------------- | --------------------------------------------- | --------- | ------- | ------------ |  | - | ------- | ------- | ---
|                                              |                                               | March 31, |         | December 31,
|                                              |                                               | 2004      |         | 2003        
|(In thousands)                                |                                               |           |         |             
|Unsecured notes                               |                                               |           |         |              |  |   |         |        
|                                              | Due in 2004; stated interest rate of 8.25%    |           | $       |             |  |   | $       | 124,997 | (a)
|                                              | Due in 2006; stated interest rate of 6.50%(b) |           |         | 151,690      |  |   |         | 151,927 |    
|                                              | Due in 2013; stated interest rate of 7.25%(b) |           |         | 122,861      |  |   |         | 120,062 |    
|Medium-term notes                             |                                               |           |         |              |  |   |         |        
|                                              | Due in 2008; stated interest rate of 6.63%(b) |           |         | 117,026      |  |   |         | 115,216 |    
|                                              | Due in 2009; stated interest rate of 6.39%(b) |           |         | 152,415      |  |   |         | 150,276 |    
|Non-U.S. borrowings due through 2005          |                                               |           | 5,751   |              |  |   | 5,751   |        
|Industrial revenue bonds due through 2008     |                                               |           | 7,055   |              |  |   | 7,055   |        
|Other, including capital leases               |                                               |           | 8,528   |              |  |   | 10,032  |        
|                                              |                                               |           |         |              |  |   |         |        
|Long-term debt (including current maturities) |                                               |           | 565,326 |              |  |   | 685,316 |        
|Less current portion                          |                                               |           | 7,076   |              |  |   | 133,344 |        
|                                              |                                               |           |         |              |  |   |         |        
|Long-term debt                                |                                               | $         | 558,250 |              |  | $ | 551,972 |        
|                                              |                                               |           |         |              |  |   |         |        



---



|    |                                                    
|--- | ---------------------------------------------------
|(a) | Paid in January 2004 from available cash resources.



|    |                                                    
|--- | ---------------------------------------------------
|(b) | See Note 6 regarding interest rate swap agreements.

The Corporation has a $175 million committed revolving
credit facility with a bank group which is secured by, among
other things, accounts receivable, inventory and equipment
located in the United States. The credit facility contains,
among other things, conditions precedent for borrowing;
covenants which, under certain conditions, could limit or
restrict investments, disposition of collateral and payment of
dividends; financial covenants regarding additional debt, liens,
minimum liquidity and capital expenditures; and standard events
of default. The Corporation pays an unused commitment fee of
62.5 basis points to maintain this facility. There were no
borrowings outstanding under this facility as of March 31,
2004. Any borrowings outstanding as of June 2006 would mature on
that date.

Outstanding letters of credit which reduced availability under
the credit facility amounted to $33.8 million at
March 31, 2004. At times, the Corporation is required,
under certain contracts, to provide letters of credit that may
be drawn in the event the Corporation fails to perform under
contracts entered into in the normal course of its business
activities. Such performance related letters of credit totaled
$0.9 million at March 31, 2004. The remaining letters
of credit relate to third-party insurance claims processing,
existing debt obligations and certain tax incentive programs.

The Corporation has a CAD$45 million (approximately
US$34 million) committed revolving credit facility with a
Canadian bank which is secured by inventory and accounts
receivable located in Canada. The Corporation pays an unused
commitment fee of 27.5 basis

9



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


points to maintain this facility. This facility matures in
September 2006 and there were no borrowings outstanding as of
March 31, 2004.

The Corporation has a EUR10 million (approximately
US$12 million) committed revolving credit facility with a
European bank which is secured by inventory and receivables
located in Europe. The Corporation pays an unused commitment fee
of 62.5 basis points to maintain this facility. This facility
has an indefinite maturity and there were no borrowings
outstanding as of March 31, 2004.

As of March 31, 2004, the Corporations aggregate
availability of funds under its credit facilities is
approximately $166.6 million, net of outstanding letters of
credit. Availability under the revolving credit facilities
increases or decreases with fluctuations in the value of the
underlying collateral and is subject to the satisfaction of
various covenants and conditions to borrowing. The Corporation
has the option, at the time of drawing funds under any of the
credit facilities, of selecting an interest rate based on a
number of benchmarks including LIBOR, the federal funds rate, or
the prime rate of the agent bank. These are back up facilities
which have not been utilized and the Corporation currently does
not expect to utilize these facilities in the foreseeable future.



|   |                     
|-- | --------------------
|8. | Assets Held for Sale

Approximately $41 million of previously held for sale
assets associated with certain product lines in the
Communications segment were reclassified in the accompanying
balance sheet as assets held and used as of March 30, 2003.
This reflected the Corporations decision during second
quarter 2003 to no longer actively pursue a sale of those
assets. The previous cessation of depreciation on these assets
during the first quarter of 2003 was $1.8 million. No
reinstatement of previous depreciation is required for these
assets and the Corporation began prospective depreciation in the
second quarter 2003.

10



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)




|   |                                     
|-- | ------------------------------------
|9. | Pension and Post-retirement Benefits

Net periodic cost for the Corporations defined benefit
pension plans and for post-retirement health-care and life
insurance benefits included the following components:

|                                                     |                               |                  |        |                 |   |           |        |           |   |   |     |     |   |   |     |      |  
|---------------------------------------------------- | ----------------------------- | ---------------- | ------ | --------------- | - | --------- | ------ | --------- | - | - | --- | --- | - | - | --- | ---- | -
|                                                     |                               |                 
|                                                     |                               | Quarter Ended   
|                                                     |                               |                 
|                                                     |                               |                  |        |                
|                                                     |                               |                  |        | Post-retirement
|                                                     |                               | Pension Benefits |        | Benefits       
|                                                     |                               |                  |        |                
|                                                     |                               | March 31,        |        | March 30,       |   | March 31, |        | March 30,
|                                                     |                               | 2004             |        | 2003            |   | 2004      |        | 2003     
|                                                     |                               |                  |        |                 |   |           |        |          
|(In thousands)                                       |                               |                  |        |                 |   |           |        |           |   |   |     |     |   |   |     |     
|Service cost  benefits earned during
    the period |                               | $                | 2,452  |                 |   | $         | 2,026  |           |   | $ | 6   |     |   | $ | 5   |     
|Interest cost on projected benefit obligation        |                               |                  | 4,606  |                 |   |           | 5,418  |           |   |   | 230 |     |   |   | 256 |     
|Expected return on plan assets                       |                               |                  | (4,196 | )               |   |           | (4,155 | )         |   |   |    |     |   |   |    |     
|Net amortization of unrecognized:                    |                               |                  |        |                 |   |           |        |           |   |   |     |     |   |   |     |     
|                                                     | Transition obligation (asset) |                  |        | (2              | ) |           |        | (8        | ) |   |     | 194 |   |   |     | 194  |  
|                                                     | Prior service cost (gain)     |                  |        | 251             |   |           |        | 247       |   |   |     | (59 | ) |   |     | (56  | )
|                                                     | Plan net loss (gain)          |                  |        | 1,227           |   |           |        | 750       |   |   |     | (36 | ) |   |     | (131 | )
|                                                     | Settlement loss               |                  |        | 1,725           |   |           |        |          |   |   |     |    |   |   |     |     |  
|                                                     |                               |                  |        |                 |   |           |        |           |   |   |     |     |   |   |     |     
|Net periodic pension cost                            |                               | $                | 6,063  |                 |   | $         | 4,278  |           |   | $ | 335 |     |   | $ | 268 |     
|                                                     |                               |                  |        |                 |   |           |        |           |   |   |     |     |   |   |     |     

The Corporation previously disclosed in its Annual Report on
Form 10-K for the fiscal period ended December 31,
2003, that it expected to contribute $6 million to its
qualified pension plans and approximately $2 million to its
non-qualified pension plans in 2004. As of March 31, 2004,
the Corporation had contributed approximately $1 million to
its qualified pension plans and no contributions had been made
to its non-qualified pension plans. The Corporation presently
expects to contribute an additional $5 million to fund its
qualified pension plans and $2 million to fund its
non-qualified pension plans in 2004.



|    |                    
|--- | -------------------
|10. | Segment Disclosures

The Corporation has four reportable segments: Electrical, Steel
Structures, Communications and HVAC. The Electrical segment
designs, manufactures and markets thousands of different
electrical connectors, components and other products for
electrical applications. The Steel Structures segment designs,
manufactures and markets tubular steel transmission and
distribution poles and lattice steel transmission towers for
North American power and telecommunications companies. The
Communications segment designs, manufactures and markets
components, subsystems and accessories used to construct,
maintain and repair cable television (CATV) and
telecommunications networks. The HVAC segment designs,
manufactures and markets heating and ventilation products for
commercial and industrial buildings.

The Corporations reportable segments are based on a
combination of product lines and channels to market, and
represent the primary mode used to assess allocation of
resources and

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


performance. The Corporation evaluates its business segments on
the basis of segment earnings, with segment earnings defined as
earnings from continuing operations before interest, taxes,
asset impairments, restructuring charges and certain other
charges. The Corporation has no material inter-segment sales.

|                             |                                   |               |        |           |  |   |        |         | 
|---------------------------- | --------------------------------- | ------------- | ------ | --------- |  | - | ------ | ------- | 
|                             |                                   |              
|                             |                                   | Quarter Ended
|                             |                                   |              
|                             |                                   | March 31,     |        | March 30,
|                             |                                   | 2004          |        | 2003     
|                             |                                   |               |        |          
|Net sales:                   |                                   |               |        |           |  |   |        |        
|                             | Electrical                        |               | $      | 276,807   |  |   | $      | 241,038 | 
|                             | Steel Structures                  |               |        | 26,130    |  |   |        | 21,965  | 
|                             | Communications                    |               |        | 20,882    |  |   |        | 22,267  | 
|                             | HVAC                              |               |        | 29,169    |  |   |        | 26,212  | 
|                             |                                   |               |        |           |  |   |        |        
|                             | Total net sales                   |               | $      | 352,988   |  |   | $      | 311,482 | 
|                             |                                   |               |        |           |  |   |        |        
|Segment earnings:            |                                   |               |        |           |  |   |        |        
|                             | Electrical                        |               | $      | 20,872    |  |   | $      | 8,000   | 
|                             | Steel Structures                  |               |        | 610       |  |   |        | 827     | 
|                             | Communications                    |               |        | 3,295     |  |   |        | 2,690   | 
|                             | HVAC                              |               |        | 2,572     |  |   |        | 1,481   | 
|                             |                                   |               |        |           |  |   |        |        
|                             | Total reportable segment earnings |               |        | 27,349    |  |   |        | 12,998  | 
|Interest expense, net        |                                   |               | (7,614 | )         |  |   | (8,280 | )      
|Other (expense) income, net  |                                   |               | (135   | )         |  |   | (603   | )      
|                             |                                   |               |        |           |  |   |        |        
|Earnings before income taxes |                                   | $             | 19,600 |           |  | $ | 4,115  |        
|                             |                                   |               |        |           |  |   |        |        



|    |              
|--- | -------------
|11. | Contingencies



| |                  
| | -----------------
| | Legal Proceedings



| |                  
| | -----------------
| | Kaiser Litigation

By July 5, 2000, Kaiser Aluminum, its property insurers, 28
Kaiser injured workers, nearby businesses and 18,000 residents
near the Kaiser facility in Louisiana certified as a class,
filed product liability and business interruption cases against
the Corporation and six other defendants in Louisiana state
court seeking damages in excess of $550 million. These
cases alleged that a Thomas & Betts cable tie mounting
base failed thereby allowing bundled cables to come in contact
with a 13.8 kv energized bus bar. This alleged electrical fault
supposedly initiated a series of events culminating in an
explosion, which leveled 600 acres of the Kaiser facility.

A seven-week trial in the fall 2001 resulted in a jury verdict
in favor of the Corporation. However, 13 months later, the
trial court overturned that verdict in granting plaintiffs
judgment notwithstanding the verdict motions. On
December 17, 2002, the trial court judge found the Thomas
& Betts product, an adhesive backed mounting base, to
be unreasonably dangerous and therefore assigned 25% fault to
T&B. The judge set the damages for the injured workers at

12



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


$20 million and the damages for Kaiser at
$335 million. The Corporations 25% allocation is
$88.8 million, plus legal interest. The Corporation has
appealed this ruling. Management believes there are meritorious
defenses to the claim and intends to contest the litigation
vigorously.

The appeal required a bond in the amount of $104 million
(the judgment plus legal interest). Plaintiffs successfully
moved the trial court to increase the bond to $156 million.
Nonetheless, the Corporations liability insurers have
secured the $156 million bond.

The Corporation has not reflected a liability in its financial
statements for the Kaiser litigation because management believes
meritorious defenses exist for this claim and thus management
does not believe a loss is probable. Further, until there are
new developments in the case that would provide more concrete
amounts, management cannot provide any better range of possible
losses than zero to the amount of the judgment. The Corporation
has insurance coverage in excess of the judgment.



| |         
| | --------
| | Asbestos

The Corporation and two subsidiaries, Amerace Corporation and
L.E. Mason (Red Dot), acquired respectively in 1995 and
1999, are subject to asbestos lawsuits in Mississippi, New
Jersey and three other states, related to either undefined and
unidentified or historic products. In all cases, the Corporation
is investigating these allegations. Amerace is one of hundreds
of defendants and Red Dot and the Corporation are one of dozens
of defendants. No product of Amerace, Red Dot or Thomas and
Betts has been identified in these cases to date. The
Corporation has been dismissed in two of the lawsuits. In the
Amerace litigation, four lawsuits have already been dismissed.
Potential exposure at this time, if any, cannot be estimated.
Management believes, however, that there is no merit to these
claims, that damages, if any, are remote and believes that a
loss is not probable in any of these cases. Insurance coverage
is available in connection with these claims.



| |                    
| | -------------------
| | Other Legal Matters

The Corporation is also involved in legal proceedings and
litigation arising in the ordinary course of business. In those
cases where the Corporation is the defendant, plaintiffs may
seek to recover large and sometimes unspecified amounts, or
other types of relief and some matters may remain unresolved for
several years. Such matters may be subject to many uncertainties
and outcomes are not predictable with assurance. The Corporation
has provided for losses to the extent probable and estimable;
however, additional losses, even though not anticipated, could
be material with respect to the Corporations financial
position, results of operations or liquidity in any given period.



|    |                                     
|--- | ------------------------------------
|12. | Recently Issued Accounting Standards



| |                   
| | ------------------
| | FIN 46 and FIN 46R

In January 2003, the FASB issued FASB Interpretation No. 46
(FIN 46), Consolidation of Variable Interest
Entities, which was adopted by the Corporation in 2003 and
the impact was not material. In December 2003, the FASB issued
FIN 46R, a revision of FIN 46. FIN 46R

13



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


requires a business enterprise that has a controlling financial
interest in a variable interest entity to include the assets,
liabilities, and results of the activities of the variable
interest entity in consolidated financial statements with those
of the business enterprise. FIN 46R is effective for fiscal
years beginning after December 15, 2003. The impact of
adopting FIN 46R was not material to the Corporations
consolidated financial statements.

14



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

Executive Overview



| |             
| | ------------
| | Introduction

Thomas & Betts Corporation is a leading designer and
manufacturer of connectors and components for electrical and
communication markets. The Corporation is also a leading
producer of steel structures, used primarily for utility power
lines, and industrial heating units. It operates approximately
130 manufacturing, distribution and office facilities
around the world in approximately 20 countries.
Manufacturing, marketing and sales activities are concentrated
primarily in North America and Europe.

The Corporation sells its products (1) through electrical,
telephone, cable, heating, ventilation and air-conditioning
distributors; (2) directly to original equipment
manufacturers and certain end users; and (3) through mass
merchandisers, catalog merchandisers and home improvement
centers. Thomas & Betts pursues growth through market
penetration, new product development, and, at times,
acquisitions.



| |             
| | ------------
| | 2004 Outlook

Management expects rising raw material costs 
especially steel and copper  will be a challenge
during the second quarter 2004 and throughout the remainder of
2004. There is also a possibility of limited availability of
steel during these periods. Management expects that increased
raw material costs of approximately $8-10 million per
quarter will largely be offset through a combination of price
increases and, to a lesser extent, productivity improvements.
The Corporation is working closely with its steel suppliers to
avoid any serious disruption to its operations.

If positive sales trends experienced during the first quarter
and during the month of April 2004, particularly in the
Corporations core Electrical segment markets, continue
throughout the second quarter 2004, management expects second
quarter 2004 sales and earnings to meet, or exceed, the
Corporations first quarter results. Management further
expects that if such conditions continue, full year 2004 sales
will exceed the prior year by the mid- to high-single digit
range and expects full year 2004 earnings to show substantial
year-over-year improvement.



| |               
| | --------------
| | Business Risks

There are many factors that could pose a risk to the
Corporations business and its ability to execute its
business plan, some of which are beyond its control. These
factors include, but are not limited to:



|  |                                             
|- | --------------------------------------------
| | Risks Related to Credit Quality of Customers

Although the Corporation is not dependent on any one customer
for more than 10% of its sales, deterioration in the credit
quality of several major customers at the same time could have a
material adverse effect on its results of operations and
financial condition.

15



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##### Table of Contents





|  |                                                                  
|- | -----------------------------------------------------------------
| | Negative Economic Conditions May Adversely Affect
    Performance

The success of Thomas & Betts business is directly
linked to positive economic conditions in the countries where it
sells its products. Material adverse changes in economic or
industry conditions generally or in the specific markets served
by Thomas & Betts could adversely affect the future results
of the Corporation. Additionally, an economic slowdown in the
U.S. or in Thomas & Betts major foreign markets,
including Canada and Europe, could reduce the Corporations
overall net sales. Thomas & Betts does business in
geographically diverse markets. In fiscal year 2003,
approximately 32% of Thomas & Betts net sales were
generated outside of the United States. Because these influences
are not always foreseeable, there can be no assurance that the
business will not be affected by these occurrences.



|  |                           
|- | --------------------------
| | Changes in Customer Demand

As Thomas & Betts works to enhance its product
offerings, its competitors will most likely continue to improve
their products and will likely develop new offerings with
competitive price and performance characteristics. Although
Thomas & Betts believes that it has specific
technological and other advantages over certain of its
competitors, because of the intensity of the competition in the
product areas and geographic markets that it serves,
Thomas & Betts could experience increased downward
pressure on the selling prices for certain of its products.

The activities of the Corporations competitors designed to
enhance their own product offerings, coupled with any
unforeseeable changes in customer demand for various products of
Thomas & Betts, could affect the Corporations
overall product mix, pricing, margins, plant utilization levels
and asset valuations.



|  |                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------
| | Adverse Regulatory, Environmental, Monetary or Other
    Governmental Policies Which May Affect Profitability

Thomas & Betts is subject to governmental regulations
throughout the world. Unforeseen changes in these governmental
regulations may reduce its profitability. Namely, significant
changes in monetary or fiscal policies in the U.S. and abroad
could result in currency fluctuations, including fluctuations in
the Canadian dollar, Euro and British pound, which, in turn,
could adversely affect Thomas & Betts net sales,
costs and expenses. Furthermore, significant changes in any
number of governmental policies could create trade restrictions,
patent enforcement issues, adverse tax rate changes and changes
to tax treatment of items such as tax credits, withholding
taxes, transfer pricing and other income and expense recognition
for tax purposes, including changes in taxation on income
generated in Puerto Rico. These changes might limit
Thomas & Betts ability to sell its products in
certain markets, and could negatively affect its business,
operating results and financial condition.

In addition, Thomas & Betts operations are
subject to international, federal, state and local laws and
regulations governing environmental matters, including emissions
to air, discharge to waters and the generation and handling of
waste. Thomas & Betts is also subject to laws relating
to occupational health and safety. The operation of
manufacturing plants involves a high level of susceptibility in
these areas, and there is no assurance that Thomas &
Betts will not incur material costs or liabilities in the
future. Moreover, expectations of remediation expenses could be
affected by, and potentially significant expenditures could be
required to comply with, environmental regulations and health
and safety laws that may be adopted or imposed in the future.
Future remediation technology advances could adversely impact
expectations of remediation expenses.

16



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|  |                      
|- | ---------------------
| | Adequacy of Insurance

In accordance with its risk management practices, the
Corporation continually reevaluates risks, their potential cost
and the cost of minimizing them. To reduce the
Corporations exposure to material risks, in certain
circumstances, it purchases insurance. Certain risks are
inherent in the manufacturing of the Corporations products
and the Corporations insurance may not be adequate to
cover potential claims against it involving its products. The
Corporation is also exposed to risks inherent in the packaging
and distribution of products. Although the Corporation maintains
liability insurance, management cannot assure that the coverage
limits under these insurance programs will be adequate to
protect Thomas & Betts against future claims, or that the
Corporation can and will maintain this insurance on acceptable
terms in the future.



|  |                               
|- | ------------------------------
| | Terrorist Acts and Acts of War

Terrorist acts and acts of war (wherever located around the
world) may cause damage or disruption to our employees,
facilities, suppliers, distributors or customers, which could
significantly impact our net sales, costs and expenses and
financial condition. The terrorist attacks that took place in
the United States on September 11, 2001 were unprecedented
events that have created many economic and political
uncertainties, some of which may materially harm our business
and results of operations. The potential for future terrorist
attacks, the national and international responses to terrorist
attacks, and other acts of war or hostility have created many
economic and political uncertainties, which could adversely
affect our business and results of operations in ways that
cannot presently be predicted. In addition, as a global company
with headquarters and significant operations located in the
United States, we may be impacted by actions against the United
States. We are uninsured for losses and interruptions caused by
acts of war. However, our insurers have confirmed coverage for
losses caused by terrorist acts within our policy limits.



| |                           
| | --------------------------
| | Forward-looking Statements

This Report includes forward-looking statements regarding the
Corporation that are subject to risks and uncertainties in the
Corporations operations, business, economic and political
environment. Statements that contain words such as
achieve, guidance, believes,
expects, anticipates,
intends, estimates,
continue, should, could,
may, plan, possibility,
project, predict, will or
similar expressions are forward-looking statements. Such
statements are subject to risks and uncertainties, and many
factors could affect the future financial results of the
Corporation. Accordingly, actual results or achievements may
differ materially from those expressed or implied by the
forward-looking statements contained in this Report. We describe
these risks and uncertainties under Business Risks
in this Report and also in the section Caution Regarding
Forward-Looking Statements contained in the
Corporations Annual Report on Form 10-K for the
fiscal period ended December 31, 2003. For those
statements, the Corporation claims the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

First Quarter 2004 Compared with First Quarter 2003



| |         
| | --------
| | Overview

The Corporations first quarter 2004 earnings from
operations were up significantly compared to the prior-year
period. The earnings improvement reflects increased demand,
particularly in the Corporations core Electrical segment
markets, with the Corporations plants benefiting from

17



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In addition to the items noted above, the Corporations net
earnings comparison reflects tax benefits in the first quarter
of 2004 and 2003 ($1.5 million and $2.0 million,
respectively) related to specific tax exposure items resulting
from the favorable completion of tax audits and a corresponding
reduction in tax exposure.

Consolidated Results

|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |   | 
|------------------------------------ | ------- | -------------- | ----- | -------------- |  | -------- | ----- | -------- |  | - | ----- | ---- |  |  | ----- | - | 
|                                     |         |               
|                                     |         | Quarter Ended 
|                                     |         |               
|                                     |         |                |       |               
|                                     |         | March 31, 2004 |       | March 30, 2003
|                                     |         |                |       |               
|                                     |         | In             |       | % of Net       |  | In       |       | % of Net
|                                     |         | Millions       |       | Sales          |  | Millions |       | Sales   
|                                     |         |                |       |                |  |          |       |         
|Net sales                            |         | $              | 353.0 |                |  |          | 100.0 |          |  | $ | 311.5 |      |  |  | 100.0 |  
|Cost of sales                        |         |                | 253.3 |                |  |          | 71.8  |          |  |   | 226.4 |      |  |  | 72.7  |  
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|Gross profit                         |         |                | 99.7  |                |  |          | 28.2  |          |  |   | 85.1  |      |  |  | 27.3  |  
|Selling, general and administrative  |         |                | 73.0  |                |  |          | 20.7  |          |  |   | 73.0  |      |  |  | 23.4  |  
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings from operations             |         |                | 26.7  |                |  |          | 7.5   |          |  |   | 12.1  |      |  |  | 3.9   |  
|Income from unconsolidated companies |         |                | 0.6   |                |  |          | 0.2   |          |  |   | 0.9   |      |  |  | 0.3   |  
|Interest expense, net                |         |                | (7.6  | )              |  |          | (2.2  | )        |  |   | (8.3  | )    |  |  | (2.7  | )
|Other (expense) income, net          |         |                | (0.1  | )              |  |          |      |          |  |   | (0.6  | )    |  |  | (0.2  | )
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings before income taxes         |         |                | 19.6  |                |  |          | 5.5   |          |  |   | 4.1   |      |  |  | 1.3   |  
|Income tax provision (benefit)       |         |                | 4.0   |                |  |          | 1.1   |          |  |   | (0.9  | )    |  |  | (0.3  | )
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|Net earnings                         |         | $              | 15.6  |                |  |          | 4.4   |          |  | $ | 5.0   |      |  |  | 1.6   |  
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|Per share earnings:                  |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|                                     | Basic   |                | $     | 0.27           |  |          |       |          |  |   | $     | 0.09 |  |  |       |   | 
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  
|                                     | Diluted |                | $     | 0.27           |  |          |       |          |  |   | $     | 0.09 |  |  |       |   | 
|                                     |         |                |       |                |  |          |       |          |  |   |       |      |  |  |       |  



| |                           
| | --------------------------
| | Net Sales and Gross Profit

The Corporations first quarter 2004 net sales were up
$41.5 million or 13.3% compared to the prior-year period.
Favorable foreign currency accounted for approximately
$14 million of the increase. The increase in sales was
driven primarily by increased demand during 2004 in the
Corporations core Electrical segment markets.

The first quarter 2004 gross margin was 28.2% of net sales,
compared to 27.3% in the prior-year period. The gross margin
improvement reflects an increase in sales volume with the
Corporations plants benefiting from better absorption.
Rising raw material costs had a minimal impact on the
Corporations first quarter 2004 results. The first quarter
2003 gross margin reflected a benefit of $1.8 million from
the cessation of depreciation on assets held for sale.

18



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| |         
| | --------
| | Expenses

First quarter 2004 selling, general and administrative
(SG&A) expense was $73.0 million or 20.7% of net sales
compared to $73.0 million or 23.4% of net sales in the
prior-year period. The underlying improvement in SG&A
expense as a percent of net sales reflects higher sales and the
Corporations continued efforts to reduce and tightly
control expenses.



| |                       
| | ----------------------
| | Interest Expense  Net

Net interest expense for the first quarter 2004 was down
$0.7 million compared to the first quarter 2003 due largely
to lower debt levels. Interest income included in net interest
expense for the first quarter 2004 was relatively flat with the
year-earlier period.



| |             
| | ------------
| | Income Taxes

The Corporations income tax provision for the first
quarter 2004 was $4.0 million or an effective tax rate of
20.3% compared to a tax benefit in the first quarter 2003 of
$0.9 million. Both the 2004 and 2003 first quarters
included tax benefits ($1.5 million and $2.0 million,
respectively) related to specific tax exposure items resulting
from the favorable completion of tax audits and a corresponding
reduction in tax exposure.



| |             
| | ------------
| | Net Earnings

Net earnings were $15.6 million, or $0.27 per basic and
diluted share, in the first quarter 2004 compared to net
earnings of $5.0 million, or $0.09 per basic and diluted
share, in the first quarter 2003.

Segment Results

The Corporation evaluates its business segments on the basis of
segment earnings, with segment earnings defined as earnings from
continuing operations before interest, taxes, asset impairments,
restructuring charges and certain other charges.

The Corporations segment earnings is significantly
influenced by the operating performance of its Electrical
segment that accounts for approximately three-fourths of the
Corporations net sales and a majority of its segment
earnings during each of the periods presented.

|                 |  |                |       |                |  |          |       |          |  |   |       |  |  |  |       | 
|---------------- |  | -------------- | ----- | -------------- |  | -------- | ----- | -------- |  | - | ----- |  |  |  | ----- | 
|                 |  |               
|                 |  | Quarter Ended 
|                 |  |               
|                 |  |                |       |               
|                 |  | March 31, 2004 |       | March 30, 2003
|                 |  |                |       |               
|                 |  | In             |       | % of Net       |  | In       |       | % of Net
|Net Sales        |  | Millions       |       | Sales          |  | Millions |       | Sales   
|                 |  |                |       |                |  |          |       |         
|Electrical       |  | $              | 276.8 |                |  |          | 78.4  |          |  | $ | 241.0 |  |  |  | 77.4  | 
|Steel Structures |  |                | 26.1  |                |  |          | 7.4   |          |  |   | 22.0  |  |  |  | 7.1   | 
|Communications   |  |                | 20.9  |                |  |          | 5.9   |          |  |   | 22.3  |  |  |  | 7.1   | 
|HVAC             |  |                | 29.2  |                |  |          | 8.3   |          |  |   | 26.2  |  |  |  | 8.4   | 
|                 |  |                |       |                |  |          |       |          |  |   |       |  |  |  |       | 
|                 |  | $              | 353.0 |                |  |          | 100.0 |          |  | $ | 311.5 |  |  |  | 100.0 | 
|                 |  |                |       |                |  |          |       |          |  |   |       |  |  |  |       | 

19



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|                 |  |                |      |                |  |          |      |          |  |   |      |  |  |  |      | 
|---------------- |  | -------------- | ---- | -------------- |  | -------- | ---- | -------- |  | - | ---- |  |  |  | ---- | 
|                 |  |               
|                 |  | Quarter Ended 
|                 |  |               
|                 |  |                |      |               
|                 |  | March 31, 2004 |      | March 30, 2003
|                 |  |                |      |               
|                 |  | In             |      | % of Net       |  | In       |      | % of Net
|Segment Earnings |  | Millions       |      | Sales          |  | Millions |      | Sales   
|                 |  |                |      |                |  |          |      |         
|Electrical       |  | $              | 20.8 |                |  |          | 7.5  |          |  | $ | 8.0  |  |  |  | 3.3  | 
|Steel Structures |  |                | 0.6  |                |  |          | 2.3  |          |  |   | 0.8  |  |  |  | 3.6  | 
|Communications   |  |                | 3.3  |                |  |          | 15.8 |          |  |   | 2.7  |  |  |  | 12.1 | 
|HVAC             |  |                | 2.6  |                |  |          | 8.9  |          |  |   | 1.5  |  |  |  | 5.7  | 
|                 |  |                |      |                |  |          |      |          |  |   |      |  |  |  |      | 
|                 |  | $              | 27.3 |                |  |          | 7.7  |          |  | $ | 13.0 |  |  |  | 4.2  | 
|                 |  |                |      |                |  |          |      |          |  |   |      |  |  |  |      | 



| |                   
| | ------------------
| | Electrical Segment

First quarter 2004 net sales in the Corporations
Electrical segment were up $35.8 million or 14.8% on a
year-over-year basis. Favorable foreign currency accounted for
approximately $13 million of the increase. The increase in
sales primarily reflects increases in industrial spending and
increased capital spending by utilities, particularly for
underground distribution system maintenance and installations.
Segment earnings in the first quarter 2004 were also
significantly greater than in the first quarter 2003. These
results reflect higher sales volumes, productivity improvements
and reduced expenses.



| |               
| | --------------
| | Other Segments

The Corporations Steel Structures segment net sales in the
first quarter 2004 were higher than the first quarter 2003.
Higher levels of capital investment by U.S. electrical
utilities drove the sales increase. Segment earnings in the
first quarter 2004 were basically flat compared to the first
quarter 2003 primarily due to unfavorable project mix.

The Corporations Communications segment net sales in the
first quarter 2004 were lower than the first quarter 2003,
reflecting continued weakness in CATV and telecom markets.
Segment earnings in the first quarter 2004 were higher than in
the first quarter 2003, reflecting the Corporations
continued focus on tightly managing costs and improving
manufacturing efficiencies. First quarter 2003 segment earnings
also reflected a benefit of $1.8 million from the cessation
of depreciation on assets held for sale.

The Corporations HVAC segment first quarter 2004 net sales
and earnings were up significantly from the first quarter 2003,
reflecting an increase in industrial spending. In addition to
benefiting from higher sales, the segments earnings
improvement also reflects improved productivity and lower
SG&A.



| |                             
| | ----------------------------
| | Critical Accounting Policies

The preparation of financial statements contained in this Report
requires the use of estimates and assumptions to determine
certain amounts reported as net sales, costs, expenses, assets
or liabilities and certain amounts disclosed as contingent
assets or liabilities. There can be no assurance that actual
results will not differ from those estimates or assumptions. The
Corporations significant accounting policies are described
in Note 2 of the Notes to Consolidated Financial Statements
in the Corporations Annual Report on Form 10-K for
the fiscal period ended December 31, 2003. Management
believes the Corporations critical accounting policies
include: Revenue Recognition; Inventory Valuation; Goodwill and
Other Intangible Assets; Long-Lived Assets; Income Taxes; and
Environmental Costs.

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue Recognition: The Corporation recognizes revenue
    when finished products are shipped to unaffiliated customers and
    both title and risks of ownership are transferred. Sales
    discounts, quantity and price rebates, and allowances are
    estimated based on contractual commitments and experience and
    recorded in the period as a reduction of revenue in which the
    sale is recognized. A number of distributors, primarily in the
    Electrical segment, have the right to return goods under certain
    circumstances and those returns, which are reasonably estimable,
    are accrued as a reduction of revenue at the time of shipment.
    Management analyzes historical returns and allowances, current
    economic trends and specific customer circumstances when
    evaluating the adequacy of accounts receivable related reserves
    and accruals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Inventory Valuation: Inventories are stated at the lower
    of cost or market. Cost is determined using the first-in,
    first-out (FIFO) method. To ensure inventories are carried
    at the lower of cost or market, the Corporation periodically
    evaluates the carrying value of its inventories. The Corporation
    also periodically performs an evaluation of inventory for excess
    and obsolete items. Such evaluations are based on
    managements judgment and use of estimates. Such estimates
    incorporate inventory quantities on-hand, aging of the
    inventory, sales forecasts for particular product groupings,
    planned dispositions of product lines and overall industry
    trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Goodwill and Other Intangible Assets: The Corporation
    follows the provisions of Statement of Financial Accounting
    Standards (SFAS) No. 142, Goodwill and
    Other Intangible Assets. SFAS No. 142 requires a
    transitional and annual test of goodwill and indefinite lived
    assets associated with reporting units for indications of
    impairment. The Corporation performs its annual impairment
    assessment in the fourth quarter of each year, unless
    circumstances dictate more frequent assessments. Under the
    provisions of SFAS No. 142, each test of goodwill requires
    the Corporation to determine the fair value of each reporting
    unit, and compare the fair value to the reporting units
    carrying amount. To the extent a reporting units carrying
    amount exceeds its fair value, an indication exists that the
    reporting units goodwill may be impaired and the
    Corporation must perform a second more detailed impairment
    assessment. The second impairment assessment involves allocating
    the reporting units fair value to all of its recognized
    and unrecognized assets and liabilities in order to determine
    the implied fair value of the reporting units goodwill as
    of the assessment date. The implied fair value of the reporting
    units goodwill is then compared to the carrying amount of
    goodwill to quantify an impairment charge as of the assessment
    date.
|
| |  | Long-Lived Assets: The Corporation follows the provisions
    of SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and measuring impairment of long-lived assets, the
    Corporation evaluates assets for associated product groups. The
    Corporation reviews long-lived assets to be held- and-used for
    impairment whenever events or changes in circumstances indicate
    that the carrying amount of the assets may not be recoverable.
    If the sum of the undiscounted expected future cash flows over
    the remaining useful life of the primary asset in the associated
    product groups is less than the carrying amount of the assets,
    the assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, the Corporation estimates fair value using
    the expected future cash flows                                                                                                                                                                                                                                                      

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | discounted at a rate commensurate with the risks associated with
    the recovery of the assets. Assets to be disposed of are
    reported at the lower of carrying amount or fair value less
    costs to sell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Income Taxes: The Corporation uses the asset and
    liability method of accounting for income taxes. This method
    recognizes the expected future tax consequences of temporary
    differences between book and tax bases of assets and liabilities
    and provides a valuation allowance based on a
    more-likely-than-not criteria. The Corporation has valuation
    allowances for deferred tax assets primarily associated with
    operating loss carryforwards, tax credit carryforwards and
    deferred state income tax assets. Realization of the deferred
    tax assets is dependent upon the Corporations ability to
    generate sufficient future taxable income and, if necessary,
    execution of its tax planning strategies. Management believes
    that it is more-likely-than-not that future taxable income,
    based on enacted tax law in effect as of March 31, 2004,
    will be sufficient to realize the recorded deferred tax assets
    net of existing valuation allowances. Management considers the
    scheduled reversal of deferred tax liabilities, projected future
    taxable income and tax planning strategies, which involve
    estimates and uncertainties, in making this assessment. Tax
    planning strategies include primarily sales of non-core assets.
    Projected future taxable income is based on managements
    forecast of the operating results of the Corporation. Management
    periodically reviews such forecasts in comparison with actual
    results and expected trends. In the event management determines
    that sufficient future taxable income, in light of tax planning
    strategies, may not be generated to fully realize net deferred
    tax assets, the Corporation will increase valuation allowances
    by a charge to income tax expense in the period of such
    determination.
|
| |  | Environmental Costs: Environmental expenditures that
    relate to current operations are expensed or capitalized, as
    appropriate. Remediation costs that relate to an existing
    condition caused by past operations are accrued when it is
    probable that those costs will be incurred and can be reasonably
    estimated based on evaluations of current available facts
    related to each site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Liquidity and Capital Resources

The Corporation had cash and cash equivalents of
$250.3 million and $387.4 million at March 31, 2004
and December 31, 2003, respectively.

The following table reflects the primary category totals in the
Corporations Consolidated Statements of Cash Flows.

|                                                           |  |               |        |           |  |   |       |  
|---------------------------------------------------------- |  | ------------- | ------ | --------- |  | - | ----- | -
|                                                           |  |              
|                                                           |  | Quarter Ended
|                                                           |  |              
|                                                           |  | March 31,     |        | March 30,
|                                                           |  | 2004          |        | 2003     
|                                                           |  |               |        |          
|(In millions)                                              |  |               |        |           |  |   |       |  
|Net cash provided by (used in) operating
    activities    |  | $             | (5.0   | )         |  | $ | (9.9  | )
|Net cash provided by (used in) in investing
    activities |  |               | (5.4   | )         |  |   | 8.5   |  
|Net cash provided by (used in) financing
    activities    |  |               | (125.8 | )         |  |   | (61.5 | )
|Effect of exchange-rate changes on cash                    |  |               | (1.0   | )         |  |   | 1.9   |  
|                                                           |  |               |        |           |  |   |       |  
|Net increase (decrease) in cash and cash
    equivalents   |  | $             | (137.2 | )         |  | $ | (61.0 | )
|                                                           |  |               |        |           |  |   |       |  

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| |                     
| | --------------------
| | Operating Activities

Cash used in operating activities for the first quarter 2004
improved by $4.9 million compared with the first quarter
2003. First quarter 2004 reflected stronger net earnings and a
significant increase in accounts receivable. The increase in
accounts receivable was driven by mix and stronger sales volumes
in the quarter.



| |                     
| | --------------------
| | Investing Activities

The Corporation acquired no marketable securities during the
first quarter 2004 as compared to $30.8 million acquired in
the same period last year. The Corporation had proceeds from
matured marketable securities of approximately $0.1 million
during the first quarter 2004 as compared to $45.5 million
of proceeds for the same period last year.

During the first quarter 2004, the Corporation had capital
expenditures totaling $5.5 million, as compared with
$6.3 million in the same period last year. Management
expects capital expenditures of approximately $30 million
for the full year 2004.



| |                     
| | --------------------
| | Financing Activities

Cash used in first quarter 2004 financing activities reflected
debt repayments of $126.5 million. Of the total current
debt at December 31, 2003, $125 million of senior
unsecured notes payable were paid upon maturity in January 2004
from available cash resources. Cash used in first quarter 2003
financing activities reflected debt repayments of
$61.5 million.



| |                              
| | -----------------------------
| | $175 million Credit Agreement

The Corporation has a $175 million committed revolving
credit facility with a bank group which is secured primarily by
accounts receivable, inventory and equipment located in the
United States. The Corporation has the option, at the time of
drawing funds under the facility, of selecting an interest rate
based on a number of benchmarks including LIBOR, the federal
funds rate, or the prime rate of the agent bank. The credit
facility matures in June 2006. There were no borrowings
outstanding under this facility as of March 31, 2004. The
$175 million credit facility contains the following
financial covenants:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Minimum Liquidity. During the term of the credit
    agreement, the Corporation must maintain liquidity (as defined
    in the credit agreement) of not less than $100,000,000, unless
    (1) the Corporations senior unsecured notes due in
    2004 and 2006 have been paid in full, (2) the Fixed Charge
    Coverage Ratio (as defined in the credit agreement), determined
    as of the last day of the immediately preceding fiscal month, is
    greater than 1.15 to 1.00, and (3) the Interest Coverage
    Ratio (as defined in the credit agreement), determined as of the
    last day of the immediately preceding fiscal month, is greater
    than 1.30 to 1.00.
|
| | (b) Minimum Consolidated Liquidity. During the term
    of the credit agreement, the Corporation must maintain
    Consolidated Liquidity (as defined in the credit agreement), of
    not less than $175,000,000, unless the Fixed Charge Coverage
    Ratio, determined as of the last day of the immediately
    succeeding fiscal quarter, and as of the last day of each fiscal
    quarter ending thereafter until such time as Consolidated
    Liquidity remains above $175,000,000 for two consecutive fiscal
    quarters, is greater than or equal to 1.00 to 1.00.                                                                                                        
|
| | (c) Consolidated Net Assets. Ten percent of the
    Corporations Consolidated Net Assets (as defined in the
    credit agreement) must at all times be greater than $52,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Consolidated Tangible Net Assets. Twelve and
    one-half percent of the Corporations Consolidated Tangible
    Net Assets (as defined in the credit agreement) must at all
    times be greater than $52,500,000.                                                                                                                                                                                                                     
|
| | (e) Capital Expenditures. The Corporations
    capital expenditures may not exceed $60,000,000 in the aggregate
    during any fiscal year; provided, however, to the extent that
    amounts available for capital expenditures with respect to any
    fiscal year are not used, up to $10,000,000 of such amounts may
    be carried forward to increase the dollar limit for capital
    expenditures during the following fiscal year.

The Corporation is in compliance with all of these financial
covenants as of March 31, 2004. However, should the
Corporation breach its covenants under the credit agreement it
could adversely affect the Corporations ability to renew
or obtain new credit facilities in the future.

The credit agreement contains other significant terms such as,
in general:

Restricted Payments and Purchases.The Corporation may
not declare or make any Restricted Payment or Purchase (as
defined in the credit agreement); however, provided that the
Corporation is in compliance with certain financial covenants,
it can pay cash dividends or repurchase common stock. The
Corporation is in compliance with such financial covenants.
Also, the Corporations subsidiaries may make certain
payments to the parent or certain subsidiaries of the
Corporation.

Liens.The Corporation may not create, assume or permit
to exist any lien on any of the Corporations property,
except for Permitted Liens (as defined in the credit agreement).

Disposition of Assets.The Corporation may not dispose of
any assets, property or business, except for the sale of
inventory in the ordinary course of business, physical assets
used in the ordinary course of business, and specific
dispositions set forth in the credit agreement. For example, the
Corporation may dispose of certain equipment if such equipment
is replaced with equipment having a fair market value equal to
or greater than the equipment disposed of, and the transaction
meets the other requirements in the credit agreement, and the
value of equipment securing the credit facility does not drop
below $29.4 million.

At times, the Corporation is required, under certain contracts,
to provide letters of credit that may be drawn in the event the
Corporation fails to perform under contracts entered into in the
normal course of its business activities. Such performance
related letters of credit totaled $0.9 million at
March 31, 2004. The remaining letters of credit relate to
third-party insurance claims processing, existing debt
obligations and certain tax incentive programs. At
March 31, 2004, outstanding letters of credit, or similar
financial instruments which reduce the amount available under
the $175 million credit facility totaled $33.8 million.



| |                        
| | -----------------------
| | Other Credit Facilities

The Corporation has a committed revolving credit facility with a
Canadian bank with a borrowing capacity to CAD$45 million which
matures in September 2006. As of March 31, 2004 the
Corporation had availability of CAD$45 million (approximately
US$34 million as of March 31, 2004). This facility is
secured by inventory and accounts receivable located in Canada.
There were no borrowings outstanding under this facility as of
March 31, 2004.

The Corporation has a EUR10 million committed revolving
credit facility with a European bank which has an indefinite
maturity. This facility is secured by inventory and receivables
located in Europe. Availability under this facility is EUR10
million (approximately

24



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##### Table of Contents





These other credit facilities contain standard covenants which,
under certain conditions, could limit or restrict the payment of
dividends, investments, liens, debt and dispositions of
collateral similar to those contained in the $175 million
credit agreement. Also included are financial covenants
regarding minimum liquidity and capital expenditures similar to
those contained in the $175 million credit agreement. The
credit facilities contain standard events of default such as
covenant default and cross-default.



| |                            
| | ---------------------------
| | Compliance and Availability

The Corporation is in compliance with all covenants or other
requirements set forth in its credit facilities. The credit
facilities do not contain provisions that cause the maturity of
such debt to be accelerated in the event of a credit rating
downgrade by either Standard & Poors
(S&P) or Moodys. However, a downgrade in
the Corporations credit rating could adversely affect the
Corporations ability to renew existing, or obtain access
to new, credit facilities in the future and could increase the
cost of such facilities.

As of March 31, 2004, the Corporations aggregate
availability of funds under its credit facilities is
approximately $166.6 million, net of outstanding letters of
credit. Availability under the revolving credit facilities
increases or decreases with fluctuations in the value of the
underlying collateral and is subject to the satisfaction of
various covenants and conditions to borrowing. These are back up
facilities which have not been utilized and the Corporation
currently does not expect to utilize these facilities in the
foreseeable future.



| |                               
| | ------------------------------
| | Off-Balance Sheet Arrangements

As of March 31, 2004, the Corporation did not have any
off-balance sheet arrangements.



| |                
| | ---------------
| | Debt Securities

The Corporation had the following senior unsecured debt
securities outstanding as of March 31, 2004:

|              |  |        |                 |               |  |                  |      |               |  |  |                         |  |  |  |               | 
|------------- |  | ------ | --------------- | ------------- |  | ---------------- | ---- | ------------- |  |  | ----------------------- |  |  |  | ------------- | 
|Date          |  | Amount |                 | Interest Rate |  | Interest Payable |      | Maturity Date
|              |  |        |                 |               |  |                  |      |              
|January 1996  |  |        | $150 million    |               |  |                  | 6.50 | %             |  |  | January 15 and July 15  |  |  |  | January 2006  | 
|May 1998      |  |        | $115 million(a) |               |  |                  | 6.63 | %             |  |  | May 1 and November 1    |  |  |  | May 2008      | 
|February 1999 |  |        | $150 million(a) |               |  |                  | 6.39 | %             |  |  | March 1 and September 1 |  |  |  | February 2009 | 
|May 2003      |  |        | $125 million(a) |               |  |                  | 7.25 | %             |  |  | June 1 and December 1   |  |  |  | June 2013     | 



---



|    |                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Corporation has entered into interest rate swaps associated
    with only portions of these underlying debt instruments. See
    Item 3. Quantitative and Qualitative Disclosures
    About Market Risk  Interest Rate Risk.

The indentures underlying the debt securities contain standard
covenants such as restrictions on mergers, liens on certain
property, sale-leaseback of certain property and funded debt for
certain subsidiaries. The indentures also include standard
events of default such as covenant default and
cross-acceleration. The Corporation is in compliance with all
covenants and other requirements set forth in the indentures.

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| |                                             
| | --------------------------------------------
| | $125 Million Senior Unsecured Notes Due 2013

The indentures supporting the Corporations long-term debt
do not contain provisions that cause the maturity of such debt
to be accelerated in the event of a credit rating downgrade by
either S&P or Moodys. However, unless Moodys and
S&P have both rated the $125 million senior unsecured
notes due June 2013 (the notes) investment grade for
a continuous period of at least 30 days, the indenture
governing the notes will limit or restrict the
Corporations ability and its subsidiaries ability to:



| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | incur indebtedness or issue preferred stock of the subsidiaries;                                                                           
|
| |  | make restricted payments, including dividends, the repurchase of
    common stock, other distributions and investments;                    
|
| |  | in the case of the subsidiaries, create or permit to exist
    dividend or payment restrictions with respect to the parent
    company; and
|
| |  | sell assets or subsidiary stock.                                                                                                           

If Moodys and S&P have both rated the notes investment
grade for a continuous period of at least 30 days, the
above limitations will not apply to the notes, but the
Corporation will continue to be subject to restrictions on its
ability to enter into sale and leaseback transactions and on the
ability of certain of its subsidiaries to incur indebtedness. If
the notes are subsequently downgraded to, or otherwise become,
non-investment grade, the indenture covenants previously
released will not be reinstated.



| |      
| | -----
| | Other

As of March 31, 2004, the Corporations working
capital (total current assets less total current liabilities)
was $471.4 million or an increase of $24.0 million
from December 31, 2003. The change in working capital
reflects the previously mentioned increase in accounts
receivable of $30.3 million due to mix and stronger sales
volumes in the quarter.

In 2001, the Corporations Board of Directors approved a
change in the Corporations dividend payment practices and
elected to retain its future earnings to fund the development
and growth of its business. The Corporation does not presently
anticipate declaring any cash dividends on the
Corporations common stock in the foreseeable future.
Future decisions concerning the payment of cash dividends on the
Corporations common stock will depend upon its results of
operations, financial condition, capital expenditure plans and
other factors that the Board of Directors may consider relevant.
The Corporations $125 million notes due 2013 contain
provisions that currently limit the amount of cash dividends the
Corporation is allowed to pay.

In the short-term the Corporation expects to fund expenditures
for capital requirements as well as other liquidity needs from a
combination of cash generated from operations and existing cash
balances. These sources should be sufficient to meet the
Corporations operating needs in the short-term.

Over the long-term, the Corporation expects to meet its
liquidity needs with the same sources as its short-term needs
plus external financial resources. From time to time the
Corporation may access the public capital markets, if terms,
rates and timing are acceptable. The Corporation has an
effective shelf registration statement for $325 million of
senior unsecured debt securities, common stock and preferred
stock.

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##### Table of Contents



Recently Issued Accounting Standards



| |                   
| | ------------------
| | FIN 46 and FIN 46R

In January 2003, the FASB issued FASB Interpretation No. 46
(FIN 46), Consolidation of Variable Interest
Entities, which was adopted by the Corporation in 2003 and
the impact was not material. In December 2003, the FASB issued
FIN 46R, a revision of FIN 46. FIN 46R requires a
business enterprise that has a controlling financial interest in
a variable interest entity to include the assets, liabilities,
and results of the activities of the variable interest entity in
consolidated financial statements with those of the business
enterprise. FIN 46R is effective for fiscal years beginning
after December 15, 2003. The impact of adopting
FIN 46R was not material to the Corporations
consolidated financial statements.



| |                                                                            
| | ---------------------------------------------------------------------------
| | Medicare Prescription Drug Improvement and
    Modernization Act of 2003.

On December 8, 2003, the President signed into law the
Medicare Prescription Drug Improvement and Modernization Act of
2003, which expands Medicare, primarily by adding a prescription
drug benefit for Medicare-eligibles starting in 2006. The new
law provides employers currently sponsoring prescription drug
programs for Medicare-eligibles with a range of options for
coordinating with the new government-sponsored program to
potentially reduce the employers program cost. Specific
authoritative guidance from the federal government on the
administrative mechanics of the government subsidy is pending.

The Corporation provides certain health-care benefits to certain
retired employees and active employees who are
Medicare-eligible. For all but a small group of retired
executives, health-care benefits provided to plan participants
do not include a prescription drug program, and as a result, the
new law will not have a material impact on the Corporation.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About Market
    Risk

The Corporation is exposed to market risk from changes in
interest rates, raw material prices and foreign exchange rates.
At times, the Corporation may enter into various derivative
instruments to manage certain of these risks. The Corporation
does not enter into derivative instruments for speculative or
trading purposes.

For the period ended March 31, 2004, the Corporation did
not experience any material changes in market risk that affect
the quantitative and qualitative disclosures presented in its
Annual Report on Form 10-K for the fiscal period ended
December 31, 2003 except for commodity risk discussed below.

Commodity Risk

The Corporation is exposed to risk from fluctuations in prices
for raw materials (including steel, aluminum, zinc, copper,
resins and rubber compounds) which are used to manufacture its
products. Management expects rising raw material
costs  especially steel and copper  will
be a challenge during the second quarter 2004 and throughout the
remainder of 2004. There is also a possibility of limited
availability of steel during these periods. The Corporation does
not currently use futures contracts to fix the price of steel
and is working closely with its suppliers to avoid any serious
disruption to its operations.

At times, some of the risk associated with the usage of copper,
zinc and aluminum is mitigated through the use of futures
contracts that fix the price the Corporation will pay for a
commodity. Outstanding contracts as of March 31, 2004 had a
notional amount of $13.0 million

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##### Table of Contents










|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this Report, the
Corporation carried out an evaluation, under the supervision and
with the participation of the Corporations Disclosure
Committee and senior management, including Dominic J. Pileggi,
the Corporations Chief Executive Officer and Kenneth W.
Fluke, the Corporations Chief Financial Officer, of the
effectiveness of the design and operation of the
Corporations disclosure controls and procedures pursuant
to Exchange Act Rules 13a-15(e) or 15d-15(e). Based upon
that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Corporations
disclosure controls and procedures are effective in timely
alerting them to material information relating to the
Corporation (including its consolidated subsidiaries) required
to be included in the Corporations periodic SEC filings.




PART II. OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

See Note 11, Contingencies, in the Notes to
Condensed Consolidated Financial Statements included herein.






|        |                  
|------- | -----------------
|Item 5. | Other Information

(a) See Cautionary Statement Regarding
Forward-Looking Statements included in Part I,
Item 2 hereof.






|        |                                 
|------- | --------------------------------
|Item 6. | Exhibits and Reports on Form 8-K

(a) The following exhibits are filed as part of this
Report:

|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                            
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|31.2 |  | Certification of Principal Financial Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.

(b) Reports on Form 8-K

On February 13, 2004, the Corporation filed a Current
Report on Form 8-K, Items 5, 7 and 9, commenting on
its financial results for the fiscal year ended
December 31, 2003.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.



| |                           
| | --------------------------
| | THOMAS & BETTS CORPORATION
| | (Registrant)              



| |     |                     
| | --- | --------------------
| | By: | /s/ KENNETH W. FLUKE

| |                                 
| | --------------------------------
| |                                 
| | Kenneth W. Fluke                
| | Senior Vice President and       
| | Chief Financial Officer         
| | (principal financial officer and
| | principal accounting officer)   

Date: May 6, 2004

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EXHIBIT INDEX

|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                            
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|31.2 |  | Certification of Principal Financial Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.

30